The Exclusive Patent Licensing and Distribution Agreement dated November 25, 2019 by and between EOS Inc. and Ultra Velocity Technology Ltd
EOS INC. (以下稱「乙方」)
EXCLUSIVE PATENT LICENSE AND DISTRIBUTION AGREEMENT
THIS EXCLUSIVE PATENT LICENSE AND DISTRIBUTION AGREEMENT ("Agreement") is made and entered into in duplicate this 25th day of November 2019 (the “Effective Date”), by and among EOS Inc., a Nevada corporation (the "Distributor"), and Ultra Velocity Technology LTD., a R.O.C. corporation (the "Company").
緣甲方同意授權乙方關於甲方所有「中華民國專利證書新型號 M566970 號」之專利 技術(下稱系爭專利)及授權乙方經銷系爭專利技術所製成之「電子調校器」產品(以下 稱「本產品」)，乙方同意接受甲方授權，經雙方協議，雙方同意簽訂此「專利獨家授 權暨獨家經銷合約」(以下稱「本合約」)約定條款如下，以資信守:
A. The Distributor is a corporation duly organized, validly existing and in good standing pursuant to the laws of the State of Nevada, with the corporate power to own property and carry on its business as that business in now being conducted.
B. The Company is a corporation duly organized, validly existing and in good standing pursuant to the laws of R.O.C., with the corporate power to own property and to carry on its business as that business is now being conducted.
C. The Company is engaged in the business of manufacturing and selling the Electronic Calibrator (the “Product”).
D. The Company desires to grant to the Distributor, and the Distributor desires to acquire from the Company, the exclusive patent license under the patent: “ELECTRICAL NOISE SUPPRESSING DEVICE” (the “Patent”) which is R.O.C. Patent M566970, to use, sell, and offer for sale the Product within the Patent territory.
E. The Company desires to grant to the Distributor, and the Distributor desires to acquire from the Company, the exclusive right to develop a demand for, market, promote, sell and distribute the Products in the Territory (hereinafter defined), on the terms and subject to the conditions specified in this Agreement.
NOW, THEREFORE, BASED UPON THE FOREGOING RECITALS, WHICH, BY THIS REFERENCE, ARE MADE A PART OF THIS AGREEMENT PROPER, AND IN CONSIDERATION OF THE MUTUAL PROMISES, COVENANTS AND UNDERTAKINGS HEREIN CONTAINED AND FOR OTHER GOOD AND VALUABLE CONSIDERATION, THE RECEIPT AND SUFFICIENCY OF WHICH ARE HEREBY ACKNOWLEDGED, WITH THE INTENT TO BE OBLIGATED LEGALLY, THE PARTIES HERETO AGREE WITH EACH OTHER AS FOLLOWS:
(一)自西元 2019 年 11 月 25 日起至 2029 年 11 月 24 日止，合計十年。 (二)甲、乙雙方應於期間屆滿前 2 個月，期前討論續約相關事宜，若甲、乙雙方未
The initial term of this Agreement shall continue for a period of 10 years from the Effective Date, unless terminated earlier as specified hereinafter. This Agreement may be automatically renewed unless the Company and the Distributor give notice to each other at least 2 months prior to the expiration of any term of this Agreement of the Company’s intention not to renew this Agreement. The “Term” as used in this Agreement shall mean the entire period of appointment by the Company to the Distributor of those rights specified by the provisions of this Agreement.
方發行 EOS 於美國上市之新股予甲方，所增發之股數另行訂定。
(五)乙方應發行 300 萬股 EOS 於美國上市之新股予甲方。
EXCLUSIVE PATENT LICENSE AND DISTRIBUTORSHIP
Section 2.1 Appointment.
The Company grants to the Distributor the exclusive right, to promote, market, distribute, and sell the Products and hold exclusive patent license globally.
Section 2.2 Acceptance. The Distributor accepts the grant of authority from Company to develop demand for, promote, market, sell and distribute the Products within the Territory.
Section 2.3 Shares and revenue distribution from Carbon Rights
|a.||Based on the result of carbon emission reduction from the Product, the Company will apply for Caron Rights for Carbon Emission trading. The revenue generated from the Carbon Rights will go to the Distributor and the Distributor shall issue new shares to the Company. Number of new shares to be issued to the Company will be determined at a later date.|
|b.||The revenue generated from the Carbon Rights will be converted into shares based on the market price, and those shares will be a 50/50 split between the Company and the Distributor.|
|c.||Distributor will issue 3 million new shares in EOS INC. stocks to the Company.|
EOS 於美國上市之 500 萬股。
TERRITORY AND CLIENT LISTS
Section 3.1 Exclusivity
|a.||The Company’s appointment of Distributor in Section 2 of this Agreement is an exclusive appointment to distribute the Products globally (the Territory).|
|b.||During the term of this agreement, the Company shall not independently advertise, solicit and make sales of the Products, or appoint additional distributors for the Product in the Territory.|
Section 3.2 Shares exchange for client lists
The Company will provide its client lists to the Distributor and direct all its clients to the Distributor. The Distributor will transfer 5 million shares to the Company.
(五)當乙方每股股價達 20 美金時，甲方應將「家庭節電產品」之銷售及專利技術
COMPANY'S COVENANTS, REPRESENTATIONS, AND WARRANTIES
Section 4.1 Pricing The Company shall make best effort to offer most competitive price range to support the Distributor in promoting the products
Section 4.2 Exclusivity During the term of this agreement, the Company will cease from selling the Products either on his own account or through agents or other distributors.
Section 4.3 Return Material Authorization In the case of damage or defect attributable to the Company, the Company should provide exchange upon request for RMA from the Distributor
Section 4.4 The Company Assistance in Training. The Company shall, as reasonably requested by the Distributor, (1) render advice to the Distributor in connection with the Distributor’s marketing, promotion, sale, and distribution of the Products, (2) familiarize the Distributor with the Products, and (3) render assistance to the Distributor in training the Distributor’s employees and representatives, if any, in connection with the Products. The Company shall provide support and assistance by email or other electronic means as determined by the Company free of charge to the Distributor.
Section 4.5 Additional patent license and product distribution When EOS INC. stock price reaches USD$20, the Company shall grant the exclusive distribution and license patent of its “Electronic Energy Conservator” product to the Distributor. In this case, a separate agreement will set in place.
(二)張瑞彬、陳威騰因介紹甲乙雙方訂立本合約，乙方應 10 萬股新股予張
(七)乙方於那斯達克交易所募資之其中 5000 萬臺幣將挹注甲方用以擴充本產品之
DISTRIBUTOR'S COVENANTS, REPRESENTATIONS, AND WARRANTIES
The Distributor covenants, represents and warrants to the Company the following, which are deemed to be material covenants, representations and warranties by the Distributor, and are made to induce the Company to enter into and execute this Agreement.
Section 5.1 Ability to Perform and Provide Feedbacks.
|a.||The Distributor shall provide client feedbacks regarding the Product to the Company.|
|b.||The Distributor shall perform to the best of its ability to market, promotion, sell, and distribute the Product and Brand in the Territory.|
|c.||The Distributor shall provide Business Plan to the Company.|
|d.||In any case when the Distributor discovers any other individual or party makes, uses, or sells the Product of the Company without the permission of the Company and the Distributor, the Distributor shall notify the Company promptly, in writing, and work with the Company to take all necessary measures to protect the Company’s intellectual property.|
Section 5.2 Other agreed Items of Cooperation.
|a.||The two business liaisons, Rui-Bin Chang and Wei-Teng Chen will each receive 100,000 shares of newly issued EOS INC. stocks as compensation.|
|b.||After the Distributor completes its up-listing on Nasdaq, NTD$50 million of funding will go towards the Company to help expand its manufacturing production lines.|
Both the company and the Distributor shall not have, nor hold itself out as having, any right, power, or authority to create any contract or obligation, either expressed or implied to, on behalf of, in the name of, or obligating the other party, or to pledge the other party’s credit, or extend credit in the name of the other party unless the other party shall consent thereto in advance in writing.
ORDERS AND DELIVERIES
Logistic terms will be based on the terms stated on the order form.
Payment terms will be based on the terms stated on the order form
CONFIDENTIAL OBLIGATION AND ITS DURATION
|a.||All confidential and/or proprietary information relating to this Agreement and/or the Product ("Confidential Information") furnished by one Party (the "Disclosing Party") to the other Party (the "Receiving Party") during the term of this Agreement shall be kept confidential by the Receiving Party, except as expressly authorized by this Agreement, and shall not be disclosed to a third party, nor shall the Receiving Party use such Confidential Information for any purpose other than the purposes specifically authorized under this Agreement, during the term of this Agreement. The Receiving Party may disclose the same to its officers, agents, consultants and employees on a need-to-know basis, provided that such officers, agents, consultants and employees have signed appropriate confidentiality agreements.|
|b.||Confidential Information shall exclude information that: (i) is rightfully received by the Receiving Party from a third party without a duty of confidentiality; (ii) was in the Receiving Party’s possession before receipt from the Disclosing Party and obtained from a source other than the Disclosing Party and other than through the prior relationship of the Disclosing Party and the Receiving Party before the Original Contract Date; (iii) is independently developed by the Receiving Party; (iv) is or becomes a matter of public knowledge through no fault of the Receiving Party; (v) is rightfully received by the Receiving Party from a third party without a duty of confidentiality; (vi) The Receiving Party may disclose Confidential Information of the Disclosing Party if required to do so by law|
GRANT OF LICENSE
|a.||The Company is the sole and exclusive owner of those patents in that schedule attached to this Agreement marked “Schedule A”|
|b.||The Company has the right to grant an exclusive license to the Distributor under this agreement|
|c.||The Distributor shall promote and sell the Product ( include samples for clients ) invented by the licensed patents|
(三)電子通知方式內容若有扞格，一切以 E-mail 中文部分為準。
|a.||Without consent from the Company, the Distributor shall not transfer any duty detailed in this agreement to a third party|
|b.||Any and all notices permitted or required to be given under the terms of this Agreement shall be in writing and may be served by emails|
|c.||In any case of dispute, all communications will be based on the E-mail content communicated in Chinese|
任一方如違反本合約約定或不履行時，經他方以書面或電子通知，並定期 30 日催 告改正，逾期仍未改正時，他方得逕行終止本合約及一切專利授權，並請求因此所 生之一切損害賠償，但本合約另有約定者，從其約定。
ADJUSTMENT AND ADJUDICATION OF DISPUTES
|a.||When either party breach the terms in this agreement, the parties shall be free to bring to the attention of each other, and the good offices and facilities of either party shall be available at all times for the prompt and effective adjustment of any and all such violations, either by mail, email, telephone, or personal meeting within 30 days. If fail to make adjustments, it will result in termination of this agreement requested by the affected party, and the affected party has the right to claim reimbursement or compensation for a loss or damage from the party who has the duty.|
|b.||The Agreement are written in both Chinese and English. In case of any dispute, claim, or disagreement arising in relation to or in connection with this Agreement, all terms should be based on the Chinese version and not the English version.|
Section 13.1 Severance and Modification.
|a.||No modification, supplement or amendment of this Agreement or of any covenant, representation, warranty, condition, or limitation specified in this Agreement shall be valid unless the same is made in writing and duly executed by both parties.|
|b.||In case of any of the provisions hereof shall be deemed invalid by laws, other provisions shall nonetheless continue to take effect.|
Section 13.2 Governing Law and Court of Jurisdiction.
This agreement shall be governed and construed by the laws of Republic of China (Taiwan). In case of any dispute, claim or disagreement arising in relation to or in connection with is Agreement, parties shall first seek to resolve any such conflict by mediation in good faith; and failing which, the Company and the Distributor hereby agree to submit the conflict to the Taipei District Court as the court of the first instance.
Section 13.3 Counterparts
This agreement shall be executed in two identical counterparts, and the Company and the Distributor shall each bear one such counterpart.
IN WITNESS WHEREOF the parties have caused this Exclusive Distribution Agreement to be executed and delivered by their duly authorized representatives.
Ultra Velocity Technology LTD.,
/s/ Kun Sen Shi
Authorized Representative: Kun Sen Shi
地址:新北市蘆洲區中山一路 284 號 10 樓
Address: 10F, No.284, Zhong Shan first Rd., Luzhou District, New Taipei City, Taiwan
乙方: EOS INC.
/s/ He-Siang Yang
Authorized Representative: HE-SIANG YANG
地址:台北市中山區中山北路 2 段 162 號 7 樓之 1
Address: 7F-1, No.162, Zhongshan North Rd., Zhongshan District, Taipei, Taiwan